UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(X
      )
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF
      1934


For
      the quarterly period ended December 31,
2008





(  )
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
  ACT





For
      the transition period
      form                                                      
      toCommission
      File number    333-152160





IMPERIAL RESOURCES,
      INC.


(Exact
name of registrant as specified in its charter)





Nevada
            83-0512922(State
      or other jurisdiction of incorporation or organization)
            (IRS Employer Identification
      No.)





Payyappilly House, Thiruthipuram, P.O., Kottapuram
      Via., 680667 – Ernakulam Dt. Kerala, India(Address
      of principal executive offices)





011-91-484-248-6928(Issuer’s
      telephone number)





N/A(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes [X] No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large
accelerated
filer   [   ]                                                                                                    Accelerated
filer               
[   ]





Non-accelerated
filer     [   ]  (Do not check
if a small reporting
company)                                                                 Small
reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes
[X]   No   [   ]




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING FIVE YEARS





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes□No □





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:





January
31, 2009: 3,752,500 common shares







-1-







Page
              NumberPART
      1.
            FINANCIAL
      INFORMATIONITEM 1.
            Financial
      Statements (unaudited)
            3Balance
      Sheet as at December 31, 2008 and March 31, 2008
            4Statement
      of Operations
              For
      the three and nine months ended December 31, 2008 and 2007 and from August
      2, 2007 (Date of Inception) to December 31, 2007 and for the period from
      August 2, 2007 (Date of Inception) to December 31, 2008
            5Statement
      of Shareholders’ Deficit
              As
      at December 31, 2008
            6Statement
      of Cash Flows
              For
      the three and nine months ended December 31, 2008 and for the period from
      August 2, 2007 (Date of Inception) through December 31, 2007 and for the
      period August 2, 2007 (Date of Inception) to December 31,
    2008
            7Notes
      to the Financial Statements.
            8ITEM 2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            14ITEM 3.
            Quantitative
      and Qualitative Disclosure of Market Risk
            24ITEM 4.
            Controls
      and Procedures
            25ITEM 4T
            Controls
      and Procedures
            25PART
      11.
            OTHER
      INFORMATION
            25ITEM 1.
            Legal
      Proceedings
            25ITEM 1A
            Risk
      Factors
            25ITEM 2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            29ITEM 3.
            Defaults
      Upon Senior Securities
            30ITEM 4.
            Submission
      of Matters to a Vote of Security Holders
            30ITEM 5.
            Other
      Information
            30ITEM 6.
            Exhibits
      and Reports on Form 8-K
            30SIGNATURES.
            31








-2-





PART
1 – FINANCIAL INFORMATION




ITEM
1.   FINANCIAL STATEMENTS




The
accompanying balance sheets of Imperial Resources, Inc. (an exploration stage
company) at December 31, 2008 (with comparative figures as at March 31, 2008)
and the statements of operations for the three and nine months ended December
31, 2008 and from August 2, 2007 (inception of the exploration stage) through
December 31, 2007 and from the period from August 2, 2007 (inception of the
exploration stage) through December 31, 2008 and the statements of cash flows
for the nine months ended December 31, 2008 and from August 2, 2007 (inception
of the exploration stage) through December 31, 2007 and for the period from
August 2, 2007 (date of incorporation) to December 31, 2008 have been prepared
by the Company’s management in conformity with accounting principles generally
accepted in the United States of America.  In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.





Operating
results for the quarter ended December 31, 2008 are not necessarily indicative
of the results that can be expected for the year ending March 31,
2009.











-3-







IMPERIAL RESOURCES, INC.


(AN
EXPLORATION STAGE COMPANY)





BALANCE
SHEETS


AS OF
DECEMBER 31, 2008





ASSETS


December 31, 2008
            March 31, 2008(Unaudited)
            (Audited)Current
      AssetsCash
      Held in Trust (Note 5)
            $                 57
            $           18,463Total
      Current Assets
            57
            18,463Total
      Assets
            57
            18,463




LIABILITIES
AND SHAREHOLDERS’ (DEFICIT) EQUITY


Current
      LiabilitiesAccounts
      Payable and Accrued Expenses
            $
            8,996
            $
            12,904Related
      Party Note Payable (Note 6)
            
            17,860
            
            2,683Total
      Current Liabilities
            
            26,856
            
            15,587Total
      Liabilities
            
            26,856
            
            15,587Commitments,
      Contingencies and Other Matters (Note 11)Shareholders'
      (Deficit) Equity (Note 9)Common
      stock - $0.001 Par Value; 500,000,000 Shares Authorized;
              3,752,500
      Issued and Outstanding at December 31, 2008 and March 31,
    2008
            
            3,752
            
            3,752Additional
      Paid in Capital
            
            56,373
            
            44,673Deficit
      Accumulated During the Exploration Stage
            
            (86,924)
            
            (45,549)
            )Total
      Shareholders' (Deficit) Equity
            
            (26,799)
            
            2,876Total
      Liabilities and Shareholders' (Deficit) Equity
            $
            57
            $
            18,463








The
accompanying notes are an integral part of these financial
statements.









-4-







IMPERIAL
RESOURCES, INC.


(AN
EXPLORATION STAGE COMPANY)





STATEMENTS
OF OPERATIONS






For
      the threemonths
      ended
              December
      31,2008
            For
      the threemonths
      ended
              December
      31,2007
            For
      the ninemonths
      ended
              December
      31,2008
            From
      August2,
      2007
              (inception
      ofexploration
      stage) through
              December
      31,2007
            CumulativePeriod
      from
              August
      2, 2007 (inception of exploration stage) through
              December
      31, 2008Net
      Sales
            $              -
            $               -
            $               -
            $               -
            $                 -Cost
      of Sales
            -
            -
            -
            -
            -Gross
      Profit (Loss)
            -
            -
            -
            -
            -Operating
      ExpensesAccounting
      and Audit Fees
            3,050
            -
            9,323
            -
            21,843Consulting
      Fees
            -
            -
            12,500
            -
            20,000Exploration
      Expenses
            -
            10,000
            -
            10,000
            11,217Legal
      Fees
            -
            1,186
            4,238
            2,917
            8,913Management
      Fees
            3,000
            3,000
            9,000
            3,000
            15,000Rent
            600
            600
            1,800
            600
            3,000Telephone
            300
            300
            900
            300
            1,500Other
      General and
              Administrative
      Expenses
            867
            535
            3,614
            1,452
            5,451Total
      Operating Expenses
            7,817
            15,621
            41,375
            18,269
            86,924Loss
      From Operations
            (7,817)
            (15,621)
            (41,375)
            (18,269)
            (86,924)Net
      Loss Before Income
              Taxes
            (7,817)
            (15,621)
            (41,375)
            (18,269)
            (86,924)Provision
      for Income Taxes
            -
            -
            -
            -
            -Net
      Loss
            $     (7,817)
            $    (15,621)
            $     (41,375)
            $    (18,269)
            $      (86,924)Loss
      Per Common ShareBasic
            $       (0.00)
            $        (0.01)
            $         (0.01)
            $        (0.01)Diluted
            $       (0.00)
            $        (0.01)
            $         (0.01)
            $        (0.01)Weighted-Average
      Shares
              Used
      to Compute:Basic
      Loss per CommonShare
            3,752,500
            3,004,983
            3,752,500
            3,004,983Diluted
      Loss per CommonShare
            3,752,500
            3,004,983
            3,752,500
            3,004,983











The
accompanying notes are an integral part of these financial
statements.








-5-











MPERIAL RESOURCES, INC.


(AN
EXPLORATION STAGE COMPANY)





STATEMENT
OF SHAREHOLDERS' DEFICIT


AS OF
DECEMBER 31, 2008




Common
            
            
            Stock
            
            
            Additional
              Paid
            
            Deficit
              Accumulated
              During
      thexplorationShares
            
            
            Par
      $.001
            
            
            In
      Capital
            
            Stage
            
            
            TotalBalance,
      August 2, 2007
            -
            
            $
            -
            
            $
            -
            $
            -
            
            $
            -Issuance
      of common stock for cash at $0.001 per share - October 31,
      2007
            3,000,000
            
            
            3,000
            
            
            -
            
            -
            
            
            3,000Issuance
      of common stock for cash at
              $0.05
      per share - December 31, 2007
            752,500
            
            
            752
            
            
            36,873
            
            -
            
            
            37,625Contributed
      services, facilities etc.(Note
      12)
            -
            
            
            -
            
            
            7,800
            
            -
            
            
            7,800Net
      loss
            -
            
            
            -
            
            
            
            
            (45,549
            )
            
            (45,549
            )Balance,
      March 31, 2008
            3,752,500
            
            
            3,752
            
            $
            44,673
            $
            (45,549
            )
            $
            2,876Contributed
      services, facilities etc.(Note
      12)
            -
            
            
            -
            
            
            11,700
            
            -
            
            
            11,700Net
      loss
            -
            
            
            -
            
            
            -
            
            (41,375)
            
            
            (41,375)Balance,
      December 31, 2008
            3,752,500
            
            $
            3,752
            
            $
            56,373
            $
            (86,924)
            
            $
            (26,799)









The
accompanying notes are an integral part of these financial
statements.










-6-







IMPERIAL RESOURCES, INC.


(AN
EXPLORATION STAGE COMPANY)





STATEMENTS
OF CASH FLOWS





For
      the nine months ended
              December
      31, 2008
            From
      August 2, 2007
              (inception
      of the
              exploration
      stage)
              through
              December
      31, 2007
            Cumulative
      Periodfrom
              August
      2, 2007
              (inception
      of the exploration stage)through
              December
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            $          (41,375)
            $          (18,269)
            $         (86,924)Adjustments
      to reconcile net loss to net cash used
              in operating
      activities:Contributed services, facilities
      etc
            11,700
            3,900
            19,500Changes in assets and accounts
      payable
            (3,908)
            -
            8,996NET CASH USED IN OPERATING
      ACTIVITIES
            (33,583)
            (14,369)
            (58,428)CASH
      FLOWS FROM FINANCIING ACTIVITIESProceeds from the sale of common
      stock
            -
            40,625
            40,625Proceeds from related party
      payable
            15,177
            2,683
            17,860NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            15,177
            43,308
            58,485DECREASE
      IN CASH
            $         (18,406)
            $                    -
            $                  57CASH
      – BEGINNING OF PERIOD
            18,463
            -
            -CASH
      – END OF PERIOD
            $                   57
            $                    28,939
            $                  57Supplemental
      disclosure:Cash
      paid for interest
            -
            -
            -Cash
      paid for taxes
            -
            -
            -NONCASH
      INVESTING AND FINANCING ACTIVITIESNone











The
accompanying notes are an integral part of these financial
statements.











-7-






IMPERIAL
RESOURCES, INC.


(AN
EXPLORATION STAGE COMPANY)




NOTES TO
FINANCIAL STATEMENTS





FOR THE
PERIOD NINE MONTHS ENDED


DECEMBER
31, 2008




NOTE
1 – NATURE OF OPERATION





Imperial
Resources, Inc. (the "Company") was incorporated under the laws of the State of
Nevada on August 2, 2007.  The Company's current articles of
incorporation provide for authorized capital stock of 500,000,000 common shares,
$0.001 per value.  The Company's fiscal yearend is March
31.





The
Company is classified herein as an exploration stage company. The Company has
acquired mineral rights for the Bhadrachalam Gold Claim and has not yet
determined whether this property contains mineral reserves that are economically
recoverable. The recoverability of costs incurred will be dependent upon the
discovery of economically recoverable reserves, confirmation of the Company’s
interest in the underlying property, the ability of the Company to obtain
necessary financing to explore, the completion of development of the property
and upon future profitable production or proceeds from the sale
thereof.





CONTROL
BY PRINCIPAL STOCKHOLDERS





The
directors, executive officers and their affiliates or related parties, own
beneficially and in the aggregate, the majority of the voting power of the
outstanding shares of the common stock of the Company. Accordingly, the
directors, executive officers and their affiliates, if they voted their shares
uniformly, would have the ability to control the approval of most corporate
actions, including increasing the authorized capital stock of the Company and
the dissolution, merger or sale of the Company's assets or
business.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America (“US
GAAP”). The financial statements have, in management’s opinion, been properly
prepared within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:




Imperial
Resources, Inc. is an exploration stage company as characterized in the United
States Securities and Exchange Commission's Industry Guide 7: Description of
Property by Issuers Engaged or to be Engaged in Significant Mining Operations
("Guide 7"), which applies to accounting for all public companies with mining
interests or operations.  The Company has reviewed Guide 7 and has
determined it is best classified as an "exploration stage company" at this time
as the Company is engaged in the search for a mineral deposit (reserves) and is
not in either the development or production stage as defined by Guide
7.  The Company also complies with the Financial Accounting Standards
Board ('FASB") Statements on Financial Accounting Standards Board No. 7 (“SFAS
7”) as is required by Guide 7.





The
Company has determined August 2, 2007 to be the inception date of the
exploration stage.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Estimates and assumptions are periodically reviewed and the effects
of revisions are reflected in the consolidated financial statements in the
period they are determined to be necessary.







-8-





Cash
and Cash Equivalents




For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at time of purchase
to be cash equivalents. All cash is held in trust.




Stock-Based
Compensation





In
December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Accounting Standards No. 123(R), Share-Based Payment, which
establishes accounting standards for transactions in which an entity receives
employee services in exchange for (a) equity instruments of the entity or
(b) liabilities that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of equity instruments. The
Company has adopted SFAS 123(R), which requires the Company to recognize the
grant-date fair value of stock options and equity based compensation issued to
employees in the statement of operations. The statement also requires that such
transactions be accounted for using the fair-value-based method.  The
Company has not awarded any stock based compensation since
inception.





Environmental
Costs





Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue generation,
are expensed. Liabilities are recorded when environmental assessments and/or
remedial efforts are probable, and the cost can be reasonably estimated.
Generally, the timing of these accruals coincides with the earlier of completion
of a feasibility study or the Company’s commitments to plan of action based on
the then know facts.





Advertising
and Market Development





The
company expenses advertising and market development costs as
incurred.





Fair
Value of Financial Instruments




Statement
of Financial Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments," requires disclosure of the fair value of certain
financial instruments. The carrying value of cash accounts payable and
short-term borrowings, as reflected in the balance sheets, approximate fair
value because of the short-term maturity of these instruments.




Concentrations
of Credit Risk




Financial
instruments and related items, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and related party
payables. The Company’s cash is not held directly by a bank and is therefore
possibly not protected under any insurance normally carried by banks in the
United States of America which protect the Company against risk of loss of
funds.




Income
Taxes





The FASB
has issued Statement of Financial Accounting Standards No. 109 (“SFAS 109”),
“Accounting for Income Taxes”, which requires the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for the tax consequences of “temporary differences”
by applying enacted statutory tax rates applicable to future years to
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities.





In July,
2006, the FASB issued FASB Interpretations No. 48, Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”), which
clarifies the accounting for uncertainty in tax positions taken or expected to
be taken in a return. FIN 48 provides guidance on the measurement, recognition,
classification and disclosure of tax positions, along with accounting for the
related interest and penalties. FIN 48 became effective as of January 1, 2007
and had no impact on the Company’s financial statements.








-9-






Revenue
Recognition




The
Company does not currently have a source of current revenues.  In the
event revenues are recognized in the period that services are provided or
minerals or other products are sold, the Company will recognize revenue in
accordance with Staff Accounting Bulletin No. 104, Revenue Recognition
("SAB104"), which supersedes Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements ("SAB101"). SAB 101 requires that four basic criteria must be
met before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectability is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectability of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period that the related sales are recorded. The Company defers any revenue for
which the product has not been delivered or is subject to refund until such time
that the Company and the customer jointly determine that the product has been
delivered or no refund will be required. Payments received in advance are
deferred until the trusses are built and shipped to customers.




SAB 104
incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), Multiple-Deliverable Revenue
Arrangements. EITF 00-21 addresses accounting for arrangements that may
involve the delivery or performance of multiple products, services and/or rights
to use assets. The effect of implementing EITF 00-21 on the Company's
consolidated financial position and results of operations was not
significant.




Related
Party Transactions




Related
party transactions are fully disclosed within the Company’s financial statements
for the period from August 2, 2007 (the inception date) through December 31,
2008.





Net
Loss per Common Share





The
Company utilizes SFAS No. 128, “Earnings per Share” to calculate earnings/loss
per share. Basic earnings/loss per share is computed by dividing the
earnings/loss available to common stockholders (as the numerator) by the
weighted-average number of common shares outstanding (as the denominator).
Diluted earnings/loss per share is computed similar to basic earnings/loss per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if all potential
common stock (including common stock equivalents) had all been issued, and if
such additional common shares were dilutive. Under SFAS No. 128, if the
additional common shares are dilutive, they are not added to the denominator in
the calculation. Where there is a loss, the inclusion of additional common
shares is anti-dilutive (since the increased number of shares reduces the per
share loss available to common stock holders).





Foreign
currency translation




The
reporting currency of the Company is the US dollar. The Company’s principal
operations, once established in India, will use the local currency, the Indian
Rupee (INR), as the functional currency. Results of operations and cash flows
are translated at average exchange rates during the period, and assets and
liabilities are translated at the interbank rate at the end of the reporting
period.  Translation adjustments resulting from this process are
included in accumulated other comprehensive income stockholders’ deficit in the
balance sheet. Transaction gains and losses that arise from exchange rate
fluctuations on transactions denominated in a currency other than the functional
currency are included in the results of operations as incurred.




Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the statement of shareholders’ deficit and amounted to
$0 and $0 as of December 31, 2008.





Mineral
Property





Mineral
property acquisition costs are capitalized in accordance with Emerging Issues
Task Force ("EITF") 04-2 when management has determined that probable future
benefits consisting of a contribution to future cash inflows have been
identified and adequate financial resources are available or are expected to be
available as required to meet the terms of property acquisition and budgeted
exploration and development expenditures. Mineral property acquisition costs are
expensed as incurred if the criteria for capitalization are not
met.  Through the date of these financial statements, the Company has
not yet had any costs it believes have met the criteria for capitalizing under
EITF 04-2.





Mineral
property exploration costs are expensed as incurred. If and when it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized.






-10-







NOTE
3 - GOING CONCERN




The
Company’s financial statements have been prepared on a going concern basis,
which contemplates continuity of operations, realization of assets and
liquidation of liabilities in the normal course of business. The Company had
cumulative losses of $86,924 as of December 31, 2008 and negative cash
flows used in operations during the nine months ended December 31,
2008 of $33,583. The ability of the Company to operate as a going concern
depends upon its ability to obtain outside sources of working capital.
Management is aware of these requirements and is undertaking specific measures
to address these liquidity concerns. Notwithstanding the foregoing, there can be
no assurance that the Company will be successful in obtaining financing, that it
will have sufficient funds to execute its business plan or that it will generate
positive operating results. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.





NOTE 4
– ACQUISITION OF MINERAL RIGHTS





On August
10, 2007, the Company acquired a 100% interest in the Bhadrachalam Gold Claim
from Pune Minerals LLC, an unrelated company, for consideration of $5,000. The
mining rights acquired by the Company consist of approximately 248,017 square
miles in The Bhadrachalam Gold Claim and is located approximately 22 miles
northeast of Pollavarara, India. The latitude is 17 degrees 42'00" North and the
longitute is 80 degrees 59'00" East. The Company has not realized any revenues
from operations. The Company is primarily engaged in the acquisition,
exploration and development of mineral properties. A great deal of work is
required at the Bhadrachalam Gold Claim before a final determination as to the
economic and legal feasibility of a mining venture can be made.  There
is no assurance that a commercially viable deposit will be proven through
exploration efforts performed on behalf of the Company. Under the Mining law of
India, the claim remains in good standing as long as the Company has an interest
in it. There are no annual maintenance fees or minimum exploration work required
on the Claim.





NOTE
5 - CASH HELD IN TRUST





The table
below details transactions with Milan Uzelac Law Offices during the nine months
ended December 31, 2008. Milan Uzelac Law Offices is a Canadian Personal Law
Corporation and has agreed to hold cash in trust on behalf of the Company in
order to pay the Company’s bills received from third parties such as attorneys,
accountants and other vendors associated with the Company’s operations and also
in relation to its exploration expenses. The Company has not maintained its own
operating bank account since inception.


Beginning
      balance as at March 31, 2008
            
            $
            18,462Payments
      to vendors on behalf of Imperial Resources, Inc.
            
            
            (18,406
            )Ending
      balance as at December 31, 2008
            
            $
            57





NOTE 6
– RELATED PARTY PAYABLE





The table
below details transactions related to the related party payable to the Company's
director during the nine months ended December 31, 2008:


Beginning
      balance payable as at March 31, 2008
            
            $
            2,683Advances
      from director during the nine month period
            
            
            15,177Ending
      balance payable as at December 31, 2008
            
            $
            17,860





All
advances from the director are non-interest bearing and are expected to be
repaid within a short timeframe, usually no more than a few months due to
constraints on the international transfer of funds.





NOTE 7
- INCOME TAXES





United
States of America





Since the
Company has no operations within the United States of America, there is no
provision for United States of America taxes and there are no deferred tax
amounts related to the United States of America as of December 31,
2008.








-11-








Nevada





The
Company is incorporated in the State of Nevada in the United States of America
but does not conduct business in Nevada.  Nevada does not have
corporate income taxes, franchise taxes or other significant taxes or fees for
doing business as a Nevada corporation. As a result, there is no provision for
Nevada income taxes and there are no deferred tax amounts related to Nevada as
of December 31, 2008.





Republic
of India





The
Company's significant future prospects rely on the exploration and potential
development of mineral rights in the Republic of India.  The Company
has not yet sought out a tax advisor with specific expertise with regard to tax
regulations of India and the Company's potential tax liabilities should the
Company's mineral rights produce mineral reserves which could be profitable.
However, the Company does believe it could be classified as a "foreign company"
by the Republic of India and would possibly be liable for income taxes on all
profits derived from operations in India at a corporate income tax rate of
approximately 41%.  As a result of the lack of identifiable profitable
mineral reserves at this point, the Company has not recorded a provision for
income taxes for India and there are no deferred tax amounts related to India as
of December 31, 2008.





NOTE 8
- RELATED PARTY TRANSACTIONS





The
Company’s director advanced $17,860 to the Company during the period from August
2, 2007 (Inception Date) through December 31, 2008 for working capital
needs.





NOTE 9
- STOCKHOLDERS' DEFICIT





Imperial
Resources, Inc. (the "Company") was incorporated under the laws of the State of
Nevada on August 2, 2007.  The Company's current articles of
incorporation provide for authorized capital stock of 500,000,000 common shares,
$0.001 per value.  There are no shares of preferred stock authorized
and there are no outstanding stock options, stock awards or warrants to purchase
common stock as of December 31, 2008. The Company does not have a stock option
plan, stock award plan, registration rights agreement or any form of
shareholders' agreements in place as of December 31, 2008.





On
October 31, 2007, pursuant to three stock purchase agreements, the Company
issued 3,000,000 shares of its common stock, at $0.001 per share, for a total of
$3,000.





On
December 31, 2007, pursuant to thirty five stock purchase agreements, the
Company issued 752,500 shares of its common stock, at $0.05 per share, for a
total of $37,625.





NOTE 10 - LOSS PER SHARE




The
Company utilizes SFAS No. 128, "Earnings per Share" to calculate gain/loss per
share. Basic earnings/loss per share is computed by dividing the earnings/loss
available to common stockholders (as the numerator) by the weighted-average
number of common shares outstanding (as the denominator). Diluted earnings/loss
per share is computed similar to basic earning/loss per share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if all potential common stock (including common
stock equivalents) had all been issued, and if such additional common shares
were dilutive.




Basic Loss Per Common Share
      Computation
            
            2008Net
      loss available to common stockholders
            
            $
            (41,375)Basic
      earnings per share
            
            
            (0.01)Weighted-average
      shares used to computer basic loss per share
            
            
            3,752,500








-12-







Diluted Loss Per Common
      Share Computation
            
            2008Net
      loss
            
            $
            (41,375)(Loss)
      available to common stockholders
            
            $
            (41,375)Diluted
      loss per common share
            
            $
            (0.01)Weighted-average
      shares used to computer diluted loss per share
            
            
            3,752,500




Under SFAS No. 128, where there is a loss, the
inclusion of additional common shares is anti-dilutive (since the increased
number of shares reduces the per share loss available to common stock holders),
and if the additional common shares are anti-dilutive, they are not added to the
denominator in the calculation. There were no common stock equivalents that
would impact from the calculation of diluted loss per share as of December 31,
2008.




NOTE 11 - COMMITMENTS, CONTINGENCIES AND
OTHER MATTERS




As of the
date of this report, the Company was not aware of any threatened or pending
legal proceedings against it.





NOTE
12 – CONTRIBUTED SERVICES AND FACILITIES








The
Company's directors provided general business services and incurred expenses on
behalf of the Company and have agreed not to seek reimbursement of funds
expensed on behalf of the Company or for expenses incurred by the directors
which could be considered to be the Company's liabilities.  Below is a
table of expenses incurred during the period from August 2, 2007 (Inception
Date) and through December 31, 2008.





Three
      months ended
              December 31, 2008
            From
      August 2, 2007
              (Inception
      Date) to
              December 31, 2008Management
            $       3,000
            $    15,000Rent
            600
            3,000Telephone
            300
            1,500Total
            $       3,900
            $  19,500





Contributed
services and facilities identified above are recorded as an increase to
shareholders’ deficit and expensed in the statements of operations as
appropriate.








-13-











ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion should be read in conjunction with the information
contained in the financial statements of Imperial Resources, Inc. (“Imperial”)
and the notes which form an integral part of the financial statements which are
attached hereto.





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





Our
Business





We were
incorporated under the laws of the State of Nevada on August 2, 2007 (date of
inception) under the name of Imperial Resources, Inc.  Our fiscal year end
is March 31. From inception, our operations have been primarily limited to
organizing our company and acquiring our mineral claim.  Our principal
office is located at Payyappilly House, Thiruthipuram P.O., Kottapuram Via,
680667 – Ernakulam Dt., Kerala, India.  Our telephone is
011-91-484-248-6928.   We do not have any subsidiaries,
affiliated companies or joint venture partners.





Our
mineral property, the Bhadrachalam Gold Claim (hereinafter the “Imperial
Claim”), is a gold exploration project located 35 km Northeast of Pollavarara,
(closest city),  41 km South of the city of Cheria and 45 km Northeast
of the city of Khammam, in the District of Andhra Pradesh, India.  We
are the registered and beneficial owner of a 100% interest in the Imperial Claim
located in Andhra Pradesh, India.  Imperial acquired the Imperial
Claim for the sum of $5,000 by purchase from an unrelated vendor, Pune Minerals,
LLC. Our business plan is to explore the Imperial Claim for commercially
exploitable reserves of valuable minerals.  The Imperial Claim has no
proven or probable mineral reserves, and there is no assurance that it contains
commercially exploitable reserves of valuable minerals.





We
recently commenced our Phase I exploration work on the Imperial Claim.We have funds sufficient
to complete only Phase 1 of a two-phase exploration program, recommended by our
professional geologist, for the Imperial Claim.  We anticipate
completing Phase I during 2009.





Exploration
for minerals is a speculative venture necessarily involving substantial
risk.  The expenditures to be made by us on our exploration program
may not result in the discovery of commercially exploitable reserves of valuable
minerals.  The probability of a mineral claim ever having commercially
exploitable reserves is extremely remote, and in all probability our mineral
claims do not contain any reserves.  Any funds spent on the
exploration of these claims will probably be lost.  If we are unable
to find reserves of valuable minerals or we cannot remove the minerals because
we either do not have the capital to do so, or because it is not economically
feasible to do so, then we will cease operations and you will lose your
investment.





We
anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock.  There is no
assurance, however, that we will be able to raise sufficient funding from the
sale of our common stock.  The risky nature of this enterprise and
lack of tangible assets places debt financing beyond the credit-worthiness
required by most banks or typical investors of corporate debt until such time as
an economically viable mine can be demonstrated.  We do not have any
arrangements in place for any future equity financing.  If we are
unable to secure additional funding, we will cease or suspend
operations.  We have no plans, arrangements or contingencies in place
in the event that we cease operations.





If, on
the advice of our independent consulting geologist, Nitesh Varma, we discontinue
our exploration of the Imperial Claim, we may seek to acquire other natural
resource exploration properties.  Any such acquisition(s) will involve
due diligence costs in addition to the acquisition cost.  We will also
have an ongoing obligation to maintain our periodic filings with the appropriate
regulatory authorities, which will involve legal and accounting
costs.  In the event that our available capital is insufficient to
acquire an alternative resource property and sustain minimum operations, we will
need to secure additional funding or else we will be compelled to discontinue
our business.






-14-







We have
earned no revenue since inception.  From August 2, 2007 (inception)
through December 31, 2008, we incurred a net loss of $86,924.  Further
losses are anticipated in the development of our business.  We have
limited financial resources and require additional financing to fund our
operations.  These factors raise substantial doubt about our ability
to continue as a going concern.  Our ability to achieve and maintain
profitability and positive cash flow is dependent upon our ability to locate
commercially exploitable reserves of valuable minerals.





Our
officers and directors have only recently become interested in natural resource
exploration.  None of them has any professional training nor technical
credentials in the exploration, development, or operation of
mines.  We therefore intend to retain qualified persons on a contract
basis to perform the exploration of the property as needed.  We do not
have any verbal or written agreement regarding the retention of any qualified
engineer or geologist for our exploration program.  Nitesh Varma, the
professional geologist we hired to outline a work program on the Imperial Claim,
has indicated that, subject to availability, he would be prepared to oversee the
exploration program, but we have not discussed any terms of such an
arrangement.





We
currently have no employees other than our three officers/directors, each of
whom will only be devoting approximately eight hours per week, to our
operations.  We do not intend to hire any employees for the next
twelve months and unless and until we have proven mineral reserves.





James
Payyappilly, Josey Sajan and Tessy Francis, our sole officers and directors,
control us.  If they are able to sell all of their offered shares,
they will still own, collectively, approximately 80% of our voting
stock.





DESCRIPTION
OF BUSINESS AND PROERTY


General





The
Company was incorporated under the laws of the State of Nevada on August 2, 2007
under the name of Imperial Resources Inc.   The Company does not
have any subsidiaries, affiliated companies or joint venture
partners.





We have
not been involved in any bankruptcy, receivership or similar proceedings since
inception nor have we been party to a reclassification, merger, consolidation,
or purchase or sale of a significant amount of assets not in the ordinary course
of business.  We are an exploration stage company engaged in the
search for mineral deposits that demonstrate economic feasibility. Specifically,
we plan being to complete Phase I of our exploration program, described below,
during the 2008.  We do not foresee any circumstances that would cause
us to alter our current business plan within the next twelve
months.





Until
recently our activities had been confined to the organizational matters
described below.





Business
Development of Issuer Since Inception





We raised
$3,000 in initial seed capital on October 31, 2007 from our directors and
officers.  Monies used to begin the search for and arrange to acquire
a mineral property that we consider holds the potential to contain gold were
advanced to Imperial by our President James Payyappilly.





In August
2007 we engaged Nitesh Varma, Professional Geologist, to conduct a review and
analysis of the Imperial Claim and the previous exploration work undertaken on
the property and to recommend a mineral exploration program for the Imperial
Claim.  Mr. Varma’s report, summarized below, recommends a three-phase
exploration program for the Imperial Claim.






-15-







On
December 31, 2007 Imperial completed a private placement pursuant to Regulation
S of the Securities Act of 1933, whereby 752,500 common shares were sold at the
price of $0.05 per share to raise $37,625.





We
recently began our Phase I exploration work and expect to complete that work
this year.





In May
2008, we prepared a registration statement for filing with the SEC which became
effective on July 17, 2008.




Business




We are
presently in the exploration stage. We intend to undertake exploration work on
the Imperial Claim, located in the sub-district of Khammam, District of Andhra
Pradesh, India.




We do not
have any ore body and there is no assurance that mineralized material with any
commercial value exits on our property.   We have not generated
any revenues from our operations.




Mineral
exploration is typically conducted in phases.  Each subsequent phase
of exploration work is recommended by a geologist based upon the results of the
most recently completed phase of exploration.




To date,
we have not conducted any significant exploration work on the Imperial
Claim.  We hope to have funds sufficient to complete Phase 1 of a
two-phase exploration program recommended for the Imperial Claim.  Our
Phase I work is exploratory in nature.  There can be no assurance that
a commercially viable mineral deposit, an ore reserve, exists on the Imperial
Claim or can be shown to exist unless and until sufficient and appropriate
exploration work is carried out and a comprehensive evaluation of such work
concludes economic and legal feasibility.   Such work could take
many years of exploration and would require expenditure of very substantial
amounts of capital, capital we do not presently have and may never be able to
raise.




Imperial
Claim





Imperial
is the registered and beneficial owner of a 100% interest in the Imperial Claim,
located in Andhra Pradesh, India.





Beneficial
ownership of the Imperial Claim confers the rights to the minerals on the
Imperial Claim.





The
Imperial Claim covers an area of approximately 957.6 hectares (approximately
2,366 acres).





The
Imperial Claim was selected for acquisition due to previously recorded
exploration work and substantial past gold production in the immediate area of
the Imperial.




There are
no permanent facilities, plants, buildings or equipment currently located on the
Imperial Claim.




Location,
Access, Topographic and Physical Environment




The
Imperial Claim is located in sub-district of Khammam, Andhra Pradesh,
India.  The Imperial Claim is accessible by all-weather government
maintained roads and via railway as well.  Approximately 45 kilometers
(28 miles) south-west of the claim is the town of Khammam which provides all
necessary amenities and supplies including, fuel, helicopter services, hardware,
prospecting services and drilling companies.  Electrical power is not
required at this stage of exploration.  Gas-powered portable
generators could supply any electrical power that might be required in the
foreseeable future.




The
topography and relief of the Imperial Claim is fairly rugged. Tropical mountain
forests grow at lower elevations in the northeast corner of the claim and good
rock exposure is found along the peaks and ridges in the western portion of the
claim. The area has a tropical and humid climate, with an oppressive summer and
plentiful seasonal rainfall. The summer season, from March to May, is followed
by the south west monsoon from June to September. The north east monsoon lasts
from October to November. The Imperial Claim’s exploration season is year-round
although oppressive heat and heavy rains through the summer and fall favor late
fall and early winter as the preferred exploration seasons






-16-






Regional,
Local & Property Geology





To the
east of the Imperial Claim are intrusives consisting of rocks such as tonalite,
monzonite, and gabbro while the property itself is underlain by sediments and
volcanics. The intrusive also consist of a large mass of granodiorite
near  the western most point of the property.




Huge
deposits of Semi Precious Garnet deposits occur in Ramapuram, Rudrampur, Sujatha
Nagar, Enkur mandals of Khammam district. These deposits are mostly confined to
Forest areas. Huge deposits of Semi Precious Garnet deposits occur in Ramapuram,
Rudrampur, Sujatha Nagar, Enkur mandals of Khammam district. These deposits are
mostly confined to Forest areas. Off color Barytes occur as lenses, stringers
and veins confined to Pakhal sediments in Khammam district. These deposits occur
in Khanapur, Velugumatla and Ballepalli of Khammam Urban mandal and Pocharam of
Garla mandal in Khammam district. The hilly terrains and the middle level plain
contain crystalline hard rocks such as charnockites, granite gneiss,
khondalites, leptynites, metamorphic gneisses with detached occurrences of
crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusive
such as dolerites and anorthosites.  Coastal zones contain sedimentary
limestones, clay, laterites, heavy mineral sands and silica sands. The hill
ranges are sporadically capped with laterites and bauxites of residual
nature.  Gypsum and phosphatic nodules occur as sedimentary veins in
rocks of the cretaceous age.  Gypsum of secondary replacement occurs in
some of the areas adjoining the foothills of the Western Ghats.  Lignite
occurs as sedimentary beds of tertiary age.  The Black Granite and other
hard rocks are amenable for high polish. These granites occur in most of the
districts except the coastal area.





The
principal bedded rocks for the area of Imperial Claim (and for most of India for
that matter) are Precambrian rocks which are exposed along a wide axial zone of
a broad complex.




Gold at
the Bayyaram Gold Mine (which, as stated above, is in close proximity to the
Imperial Claim) is generally concentrated within extrusive Precambrian rocks in
the walls of large volcanic caldera. In general the volcanoes culminate with
effluents of hydrothermal solutions that carry precious metals in the form of
naked elements, oxides or sulphides.




These
hydrothermal solutions intrude into the older rocks as quartz veins. These rocks
may be broken due to mechanical and chemical weathering into sand size particles
and carried by streams and channels. Gold occurs also in these sands as
placers.




The Varma
Report indicates that recent exploration by others, in search for gold
occurrence in Andhra Pradesh District, have yielded encouraging results. The
Varma Report states that gold belt in sheared gneissic rocks has been found in
three sub parallel auriferous load zones in Andhra Pradesh District, where some
blocks having 250 to 500 meter length and 1.5 to 2 meters in width, and that
these load zones have the potential to have commercial value.




Recommended
Exploration Work




Mr.
Nitesh Varma, P. Eng., authored the "Summary of Exploration on the Bhadrachalam
Property, Andhra Pradesh, India” dated September 7, 2007 (the “Varma Report”),
in which he recommended a phased exploration program to properly evaluate the
potential of our property. We must conduct exploration to determine what
minerals exist on our property and whether they can be economically extracted
and profitably processed. Subject to having funds sufficient to do so we plan to
complete Phase I exploration work on the Imperial Claim, in the manner
recommended in the Varma Report, to determine the potential for discovering
commercially exploitable deposits of gold and/or uranium.




As noted
in the Varma Report, records indicate the Imperial Claim has seen very limited
historical exploration.   However, the locale of our property is
well known for numerous productive, commercial gold mineral
occurrences.  We do not have any ores or reserves whatsoever at this
time on the Imperial Claim. Our planned Phase I work is exploratory in
nature.






-17-






The Varma
Report concludes that the Imperial Claim is:




-           underlain
by the units of the Precambrian rocks that are found at those mineral occurrence
sites.  These rocks consisting of cherts and argillites (sediments)
and andesitic to basaltic volcanic have been intruded by granodiorite.
Structures and mineralization probably related to this intrusion are found
throughout the region and occur on the claim. They are associated with all the
major mineral occurrences and deposits in the area.




-           mineralization
found on the claim is consistent with that found associated with zones of
extensive mineralization. Past work however has been limited and sporadic and
has not tested the potential of the property.




-           potential
for significant amounts of mineralization to be found exists on the property and
it merits intensive exploration.




The Varma
Report recommends a two-phase exploration program to properly evaluate the
potential of the claims.   We anticipate, based on the budgets
set forth in the Varma Report, that Phase I work will cost approximately
$13,600.




Assuming
Phase I work identifies suitable targets, thus indicating further exploration of
the Imperial Claim is warranted, we intend, provided we are able to raise funds
to do so, undertake a Phase II geochemical surveying and sampling program at a
cost of a further $24,600.    Assuming the results of a
Phase II program identify suitable drill targets a Phase III drilling program
could be undertaken.  Once again, our ability to conduct Phase III
work is subject to our ability to raise funds to do so.  Provided we
have the funds available to do so, we intend to complete Phase I work at some
point during the late fall of 2008.   Precise timing of the Phase
I work will depend upon availability of funds as well as weather conditions on
the claim. Given the oppressive heat and heavy rains in the area of the Imperial
Claim lasting until late fall 2008, Phase I work will not be undertaken until
late in the fall, or early in the winter, of 2008.




Phase I
work will include establishing a grid and the creation of maps showing the
location of all roads in and near the perimeter of the Imperial
Claim.  The laying out of a grid and line cutting involves the
physical cutting of the underbrush and overlay to establish an actual grid on
the ground whereby items can be related one to another more easily and with
greater accuracy. When we map, we essentially generate a drawing of the physical
features of the land we are interested in as well as a depiction of what may
have been found in relation to the boundaries of the property. So we will
actually draw a scale map of the area and make notes on it as to the location
where anything was found that was of interest or not.  In the process
we will also identify any showings which appear to warrant sampling, i.e. any
rock formations that appear to warrant our taking soil and rock samples from the
claims to a laboratory where a determination of the elemental make up of the
sample and the exact concentrations of gold and/or uranium and other indicator
minerals can be made.  Based on the Varma Report we expect the costs
of Phase I work to total approximately $13,600.




Should
Phase I results warrant further work and should we be able to raise additional
funds (through the issuance of additional shares, debt securities or loan
advances from our directors) to undertake additional work on the Imperial Claim,
in Phase II (at an estimated cost of a further $24,600) we expect to undertake a
geochemical surveying and sampling program.  This work would be
designed to compare the relative concentrations of gold and other indicator
minerals in samples so the results from different samples can be compared in a
more precise manner and plotted on a map to evaluate their
significance.  If an apparent mineralized zone(s) is identified and
narrowed down to a specific area by the Phase I & II work, we expect (again
subject to our ability to raise additional funds to do so, through the issuance
of additional treasury shares, debt securities or loan advances from our
directors) to diamond drill selected targets to test the apparent mineralized
zones.  The cost of a drilling program, if deemed warranted, cannot be
accurately estimated until we have the results of Phase I and II
programs.






-18-






The work
is phased in such a manner as to allow decision points to ensure that future
work has a value and will provide better or additional information as to the
viability of the claim. By utilizing a multi-phase work program, at the end of
each phase a decision can be made as to whether the phase has provided the
necessary information to increase the viability of the project. If the
information obtained as a result of any phase indicates that there is no
increased probability of finding an economically viable deposit at the end of
the project, a determination would be made that the work should cease at that
point.




Phase II
work cannot be undertaken unless and until Imperial is able to raise additional
capital as our existing working capital is largely committed to administrative
expenses of the Company.  Consequently, if we are unable to raise
additional capital we may not be able to undertake any work on the Imperial
Claim beyond Phase I. In addition, provided the results of Phase I exploration
work prove encouraging, there is no assurance we will be able to raise the
capital necessary to conduct the further exploration work contemplated by Phases
II.  The earliest we expect to carry out Phase II work, should we be
able to raise the capital to finance Phase II, is in 2009. Should the Phase I
work prove unsuccessful in identifying such drill targets, the Company will
likely abandon the Imperial Claim and we may have to go out of
business.  We have a limited operating history, no reserves and no
revenue.  Accordingly, our ability to raise additional funds might be
limited.  If we are unable to raise the necessary funds, we would be
required to suspend Imperial’s operations and liquidate our
company.




Geology
Report




Mr.
Nitesh Varma, P. Eng. is, and has for more that twenty (20) years been, a
registered Professional Geologist in good standing in the Geological Society of
India. He is a graduate of the University of Punjab, with degrees in geology (B.
Sc.1979; M. Sc. 1983).  He has acted as a geological consultant for a
number of Indian mining companies on mineral exploration projects in India and
around the world.




Management
Experience





Our
management has no professional training or technical credentials in the
exploration, development, and operation of mines.  Consequently, we
may not be able to recognize or take advantage of potential acquisition and
exploration opportunities in the sector without the aid of qualified geological
consultants.  Moreover, with no direct training or experience, our
management may not be fully aware of the specific requirements related to
working in this industry.  They may make mistakes in their decisions
and choices that could cause our operations and ultimate financial success
to suffer irreparable harm.





Competitive
Factors





The
mining industry is highly fragmented and we will be competing with many other
exploration companies looking for minerals. We are one of the smallest
exploration companies and are an infinitely small participant in the mineral
exploration business. While we will generally compete with other exploration
companies, there is no competition for the exploration of minerals from our
claim.





We are a
mineral exploration company. We compete with other mineral exploration
companies for financing from a limited number of investors that are prepared to
make investments in junior mineral exploration companies.





The
presence of competing mineral exploration companies may impact on our ability to
raise additional capital in order to fund our exploration programs if investors
are of the view that investments in competitors are more attractive based on the
merit of the mineral properties under investigation and the price of the
investment offered to investors.






-19-






We will
also be competing with other junior and senior mineral companies for available
resources, including, but not limited to, professional geologists, camp staff,
mineral exploration supplies and drill rigs.





Location
Challenges





We do not
expect any major challenges in accessing the Imperial Claim during the initial
exploration stages.





Regulations




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in the Republic of India, which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We believe that we are in compliance in all material respects
with applicable mining, health, safety and environmental statutes and the
regulations passed thereunder in India.




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.




Employees





We
currently have no employees other than our three officers and directors, who
have not been paid for their services and will not receive compensation from the
proceeds of this offering.  We do not have any employment agreements
with our directors and officers.  We do not presently have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future. There are presently no
personal benefits available to our officers and directors.





We do not
intend to hire additional employees at this time. Unaffiliated independent
contractors that we will hire will conduct all of the work on the property. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.





OUR
COMPANY




We are a
start-up, exploration stage company, have a limited operating history and have
not yet undertaken any exploration activity or generated or realized any
revenues from our sole property, the Imperial Claim.   As our
property is in the early stage of exploration and there is no reasonable
likelihood that revenue can be derived from the property in the foreseeable
future.  There can be no assurance that a commercially viable mineral
deposit, an ore reserve, exists on the Imperial Claim or can be shown to exist
unless and until sufficient and appropriate exploration work is carried out and
a comprehensive evaluation of such work concludes economic and legal
feasibility.   Such work could take many years of exploration and
would require expenditure of very substantial amounts of capital, capital we do
not presently have and may never be able to raise.  We have funds sufficient
to complete only Phase 1 of a three-phase exploration program recommended for
the Imperial Claim.






-20-






Our auditors have issued a going
concern opinion. This means that our auditors believe there is substantial doubt
that we can continue as an on-going business for the next twelve months unless
we obtain additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we begin removing
and selling minerals. Accordingly, we must raise cash from sources other than
the sale of minerals found on the Imperial Claim.  As an exploration
stage company we have experienced losses and we expect to continue to experience
losses for the foreseeable future.   Our only potential source
for cash at this time is investment by others in the Company or loan advances to
the Company by our officers or directors.  We must raise cash to
continue our Phase I exploration program and stay in
business.




To meet
our need for cash we must raise additional capital.  We will attempt
to raise additional money through a private placement, public offering or
through loans from our directors and officers.  We have discussed this
matter with our officers and directors. However, our officers and directors are
unwilling to make any commitments as to the amount of money they are prepared to
advance in the future.  At the present time, we have not made any
arrangements to raise additional cash.  We require additional cash to
continue operations.  Such operations could take many years of
exploration and would require expenditure of very substantial amounts of cash,
cash we do not presently have and may never be able to
raise.   If we cannot raise this additional cash we will have to
abandon our exploration activities and go out of business.




We
estimate we will require approximately $42,489in cash over the next
twelve months, including the cost of planned Phase I exploration work for the
Imperial Claim during that period.  Our cash on hand will not enable
us to continue in business for approximately 12 months.  We will need
additional funds either through the sale of additional shares of our common
stock or from advances made by our officers or directors.




Alternatively
we may attempt to interest other companies to undertake exploration work on the
Imperial Claim through joint venture arrangement or even the sale of part of the
Imperial Claim.  Neither of these avenues has been pursued as of the
date of this prospectus.




Since we
do not presently have the requisite funds, we are unable to complete Phase I of
the recommended exploration program until we raise more money or find a joint
venture partner to complete the exploration work.  If we cannot find a
joint venture partner and do not raise more money, we will be unable to complete
any work recommended by our independent professional engineer.  If we
are unable to finance exploration activities, we may have no alternative but to
go out of business.




We do not
intend to hire any employees at this time. Any work undertaken on the property
will be conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.




Limited Operating History; Need for
Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are an exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on August 2,
2007.  We cannot guarantee we will be successful in our exploration
activities. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.




To become
profitable and competitive, we must invest into the exploration of our property
before we start production of any minerals we may find. We must obtain equity or
debt financing to provide the capital required to fully implement our phased
exploration program.We have no
assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we will be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.






-21-






Trends




We are in
the explorations stage, have not generated any revenue and have no prospects of
generating any revenue in the foreseeable future.  We are unaware of
any known trends, events or uncertainties that have had, or are reasonably
likely to have, a material impact on our business or income, either in the long
term of short term.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exists which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.




Our intended exploration activities are
dependent upon our ability to obtain third party financing in the form of debt
and equity and ultimately to generate future profitable exploration activity or
income from its investments. As of December 31, 2008, we have not generated
revenues, and have experienced negative cash flow from minimal exploration
activities. We may look to secure additional funds through future debt or equity
financings. Such financings may not be available or may not be available on
reasonable terms.




Overview




Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses from
operations for the period from inception on August 2, 2007 to December 31, 2008
of $86,924. We did not earn any revenues during the aforementioned
period.




Our
financial statements included in this Form 10-Q have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of operations.




We are
presently in the exploration stage and there is no assurance that a commercially
viable mineral deposit, a reserve, exits in the Imperial Claim until further
exploration work is done and a comprehensive evaluation concludes economic and
legal feasibility.  Such work could take many years of exploration and
would require expenditure of very substantial amounts of capital, capital we do
not presently have and may never be able to raise.  To date, we have
not conducted any exploration work on the Imperial Claim.We have funds sufficient
to complete only a portion of Phase 1 of a two-phase exploration program
recommended for the Imperial Claim.Subject to raising the
requisite additional capital we anticipate completing Phase I by the end of
2009.




Planned
Exploration Program




We must
conduct exploration to determine what amounts of minerals exist on the Imperial
Claim and if such minerals can be economically extracted and profitably
processed.




Our
planned exploration program is designed to efficiently explore and evaluate our
property.




Subject
to raising additional capital, our anticipated exploration costs over the next
twelve months on the Imperial Claim are approximately $13,600.  This
figure represents the anticipated cost to us of completing the Phase I of the
Varma Report.  Should the results of the Phase I work be sufficiently
encouraging to justify our undertaking the Phase II program, in order to
undertake Phase II (at an estimated cost of $24,600), we will have to raise
additional investment capital.






-22-






Liquidity and Capital
Resources




Since
inception we have raised the capital through private placements of common stock
as follows:




As of
December 31, 2008 our total assets were $57 and our total liabilities were
$26,856 including $17,860 which was owed to related parties.




Including
the cost of completing Phase I exploration program on the Imperial Claim, our
non-elective expenses over the next twelve months, are expected to be as
follows:





ExpenseAccounting
      and audit
            $     20,200Edgar
      filing costs
            1,000Exploration
      costs – Balance of Phase I
            8,600Filing
      fees – Nevada; Sec of State
            250Legal
      fees
            1,000Office
      and general expenses
            1,000Transfer
      agent fees
            1,500Estimated
      expenses for the next twelve months
            33,550Add:
      Account payable – unrelated parties at December 31, 2008
            8,996Subtotal:
            42,546Less:
      Cash on hand
            57Estimated
      funds required over the next twelve months
            $    42,489




Our
future operations are dependent upon our ability to obtain third party financing
in the form of debt and equity and ultimately to generate future profitable
operations. As of December 31, 2008, we have not generated revenues, and have
experienced negative cash flow from operations. We may look to secure additional
funds through future debt, equity financings or advances from our officers and
directors. These sources of financing may not be available or may not be
available on reasonable terms.




Nine
months ended December 31, 2008




We
incurred expenses of $41,375 for the nine months ended December 31,
2008:




Expenses
            For
      the nine
              months
      ended December 31,2008Accounting
      and Audit Fees
            $     9,323Consulting
      Fees
            12,500Legal
      Fees
            4,238Management
      fees (1)
            9,000Rent
      (1)
            1,800Telephone
      (1)
            900Other
      General & Administrative Expenses
            3,614Total
            $   41,375





(1) The
Company does not pay its directors or officers for the service they render to
the Company, including the provision of office space and telephone. However,
since October 1, 2007 the company has accrued as expenses (i) $1,000/month on
account of management fees; (ii) $200/month for rent and, (iii) $100/month for
telephone.  These amounts will never be paid to the directors and
officers in either cash or shares; however they are included for accounting
purposes as expenses and as additions to ‘paid in capital’ in the Statement of
Stockholder Deficit.






-23-







Balance
Sheet





Total
cash as at December 31, 2008, was $57.  Our working capital deficiency
as of December 31, 2008 was $26,799.  If amounts owed to related
parties are excluded there is still a working capital deficit of
$8,939.





Our
working capital is attributable to the completion of an initial capital
contribution on August 31, 2007, which raised $3,000, and a private placement on
December 31, 2007, which raised a further $37,625 and funding from our
directors.    No revenue was generated during these
periods.





Total
shareholders’ deficit as of December 31, 2008 was $26,799.  Total
shares outstanding as at December 31, 2008, was 3,752,500.








ITEM
3.                      QUANTITATIVE
AND QUALITATIVE DISCLOSURE OF MARKET RISK





Market
Information





There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.





The
number of shares subject to Rule 144 is 2,700,000   Share
certificates representing these shares have the appropriate legend affixed on
them.





There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.





While our
shares are traded on the OTCBB.  Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K.  Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace period
if they do not make their filing during that time.





In the
future our common stock trading price might be volatile with wide
fluctuations.  Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;●
            trading
      patterns and share prices in other exploration companies which our
      shareholders consider similar to ours;●
            the
      exploration results on the Bhadrachalam Gold Claim, and●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.  These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance.  In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company.  Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.






-24-




ITEM
4.                      CONTROLS
AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures





Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Imperial’s controls and procedures (as defined in the
Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of
the period of the filing of this quarterly report on Form 10-Q (the “Evaluation
Date”), have concluded that as of the Evaluation Date, Imperial’s disclosure and
procedures were adequate and effective to ensure that material information
relating to it would be made known to it by others, particularly during the
period in which this quarterly report on Form 10-Q was being
prepared.





ITEM
4T                      CONTROLS
AND PROCEDURES





Changes in Internal
Controls





There
were no material changes in Imperial’s internal controls or in other factors
that could materially affect Imperial’s disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.






PART
11 – OTHER INFORMATION


ITEM
1.                      LEGAL
PROCEEDINGS





There are
no legal proceedings to which Imperial or is a party or to which the Bhadrachlam
Gold Claim is subject, nor to the best of management’s knowledge are any
material legal proceedings contemplated.




ITEM
1A                      RISK
FACTORS





ANY
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER
INFORMATION IN THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF
THE FOLLOWING RISKS OCCUR, OUR BUSINESS,
OPERATING  RESULTS  AND FINANCIAL
CONDITION  COULD  BE  SERIOUSLY
HARMED.  INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT IN THIS
OFFERING.




1.
            Because our auditors have
      issued a going concern opinion and we may not be able to achieve our
      objectives and may have to suspend or cease exploration
      activity.




Our
auditors' report on our March 31, 2008 financial statements, as included in the
prospectus, expressed an opinion that our Company’s capital resources as of
March 31, 2008 are not sufficient to sustain operations or complete our planned
activities for the upcoming year unless we complete our proposed initial public
offering and raise additional funds.   These conditions raise
substantial doubt about our ability to continue as a going
concern.   If we do not obtain additional funds there is the
distinct possibility that we will no longer be a going concern and will cease to
operation which means any persons acquiring shares under this offering will loss
their entire investment in our Company.






-25-






2.
            Since
      mineral exploration is a highly speculative venture, anyone purchasing our
      stock will likely lose their entire
investment.




Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises.  Exploration for minerals is a speculative venture
necessarily involving substantial risk.  The expenditures to be made
by us on our exploration program may not result in the discovery of commercially
exploitable reserves of valuable minerals.  The likelihood of success
must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of our
mineral claim we plan to undertake. The probability of a mineral claim ever
having commercially exploitable reserves is extremely remote, and in all
probability our mineral claim does not contain any reserves.  Any
funds spent on the exploration of this claim will probably be
lost.  Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. We may also become subject to significant liability for
pollution, cave-ins or hazards, which we cannot insure or which we may elect not
to insure.  In such a case, we would be unable to complete our
business plan and our shareholders may lose their entire
investment.




3.
            If
      we don't obtain additional financing our business may
  fail.




Our cash
on hand is not estimated to be sufficient to complete even Phase I of the
proposed exploration of our mineral claim.  We will need to obtain
additional financing in order to complete our business plan.  As of
December 31, 2008, we had cash on hand of $57 against $26,856 in current
liabilities.  Our business plan calls for significant expenses in
connection with the exploration of our mineral property. Phase I of the proposed
exploration program on our claims as recommended by our consulting geologist is
estimated to cost $13,600, $5,000 of which had been advanced during the prior
period.  We will require additional financing in order to complete
Phase II, which is estimated to cost $24,600.  Furthermore, if our
exploration program is successful in discovering commercially exploitable
reserves of valuable minerals, we will require additional funds in order to
place our mineral claim into commercial production.  While we do not
presently have sufficient information about the claims to estimate the amount
required to place the mineral claims into commercial production, there is a risk
that we may not be able to obtain whatever financing is
required.  Obtaining additional financing will depend on a number of
factors, including market prices for minerals, investor acceptance of our
properties, and investor sentiment.  These factors may make the
timing, amount, terms or conditions of additional financing unavailable to us.
If we are unsuccessful in obtaining additional financing when we need it, our
business may fail before we ever become profitable and our shareholders may lose
their entire investment.




4.
            It
      is impossible to evaluate the investment merits of our company because we
      have no operating history.




We are an
exploration stage company with no operating history upon which an evaluation of
our future success or failure can be made.  We were incorporated on
August 2, 2007, and have accumulated a net loss of $86,924 against no
revenue.  Thus far, our activities have been primarily limited to
organizational matters, acquiring our mineral claim, obtaining a geology report
and the preparation and filing of this registration statement of which this
prospectus is a part.




5.
            Market
      factors in the mining business are out of our control and so we may not be
      able to profitably sell any minerals that we
  find.




We have
no known ore reserves but even if we are successful in locating commercially
exploitable reserves of valuable minerals, we can provide no assurance that we
will be able to sell such reserves.  Numerous factors beyond our
control may affect the marketability of any minerals discovered. These factors
include fluctuations in the market price of such minerals due to changes in
supply or demand, the proximity and capacity of processing facilities for the
discovered minerals, government regulations, including regulations relating to
prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The precise effect of these factors
cannot be accurately predicted, but the combination of these factors may result
in us not receiving an adequate return on invested capital so that our investors
may lose their entire investment.






-26-






6.
            If
      we cannot compete successfully with other exploration companies, our
      exploration program may suffer and our shareholders may lose their
      investment.




Many of
the resource exploration stage companies with whom we compete have greater
financial and technical resources than we do. Accordingly,
these competitors may be able to spend greater amounts on acquisitions of
properties of merit and on exploration of their properties. In addition,
they may be able to afford greater geological expertise in the targeting
and exploration of


resource
properties.  As a result, our competitors will likely have
resource properties of greater quality and interest to prospective
investors who may finance additional exploration and to senior exploration
stage companies that may purchase resource properties or enter into joint
venture agreements with junior exploration stage companies.  This
competition could adversely impact our ability to finance the exploration
of our mineral property.




7.
            Since
      our executive officers do not have technical training or experience in
      starting, and operating a mineral exploration company there is a higher
      risk our business will fail.




Our
executive officers have no experience in mineral exploration and do not
have formal training in geology or in the technical aspects of management
of a mineral exploration company.  This inexperience presents a
higher risk that we will be unable to complete our business plan for the
exploration of our mineral claims. In addition, we will have to rely on the
technical services of others with expertise in geological exploration in
order for us to carry our planned exploration program. If we are unable to
contract for the services of such individuals, it will make it difficult
and may be impossible to pursue our business plan. There is thus a higher
risk that our operations, earnings and ultimate financial success could
suffer irreparable harm and that our investors


will lose
all of their investment.




8.
            We
      may not have access to all of the supplies and materials we need to begin
      exploration which could cause us to delay or suspend exploration
      activity.




Provided
we have sufficient funds to carry out exploration activity, competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we are able to raise the requisite capital.  If
we cannot find the products and equipment we need, we will have to suspend our
exploration plans until we do find the products and equipment we
need.






9.
            Since our
      officers and directors have other business interests, they will be
      devoting approximately eight hours per month to our operations, which may
      result in periodic interruptions or suspensions of
      exploration.




Our
officers have other outside business activities and will only be devoting
approximately eight hours per month, to our operations.  As a result,
our operations may be sporadic and occur at times that are convenient to
our officers.  Consequently, our business activities may be
periodically interrupted or suspended.




10.
      Because mineral exploration and development activities are inherently
      risky, we may be exposed to environmental liabilities. If such an event
      were to occur it may result in a loss of your
  investment.




The business of mineral exploration and
extraction involves a high degree of risk. Few properties that are explored are
ultimately developed into production. At present, the Imperial Claim, our sole
property, does not have a known body of commercial ore. Unusual or unexpected
formations, formation pressures, fires, power outages, labor disruptions,
flooding, explosions, cave-ins, landslides and the inability to obtain suitable
or adequate machinery, equipment or labor are other risks involved in extraction
operations and the conduct of exploration programs. We do not carry liability
insurance with respect to our mineral exploration operations and we may become
subject to liability for damage to life and property, environmental damage,
cave-ins or hazards. There are also physical risks to the exploration personnel
working in the rugged terrain of








-27-






Andhra Pradesh, often in poor climatic
conditions. Previous mining exploration activities may have caused environmental
damage to the Imperial Claim. It may be difficult or impossible to assess the
extent to which such damage was caused by us or by the activities of previous
operators, in which case, any indemnities and exemptions from liability may be
ineffective. If the Imperial Claim is found to have commercial quantities of
ore, we would be subject to additional risks respecting any development and
production activities. Most exploration projects do not result in the
discovery of commercially mineable deposits of ore.




11.   Since
      substantially all of our assets, directors and officers are outside the
      United States it may be difficult for investors to enforce within the
      United States any judgments obtained against us or any of our officers and
      directors.




Substantially
all of our assets are located outside the United States and we do not
currently maintain a permanent place of business within the United
States. We were incorporated in the State of Nevada and have an agent for
service in Carson City, Nevada.  Our agent for service will
accept on our behalf the service of any legal process and any demand or
notice authorized by law to be served upon a corporation.  Our
agent for service will not, however, accept service on behalf of any of our
officers or directors.  All of our directors and officers are
residents of India and neither of them have an agent for service in the
United States.  Therefore, it may be difficult for investors to
enforce within the United States any judgments obtained against us or our
officers or


directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.




12.
      If we are unable to hire and retain key personnel, we may not be able to
      implement our business plan and our business will
  fail.




We will
compete with other mining companies in the recruitment and retention
of qualified managerial and technical employees.  Our success
will be largely dependent upon our ability to hire highly qualified
personnel.  This is particularly true in highly technical
businesses such as mineral exploration. These individuals may be in high
demand and we may not be able to attract the staff we need.  In
addition, we may not be able to afford the high salaries and fees demanded
by qualified personnel, or may lose such employees after they
are hired.  Currently, we have not hired any key personnel and we
do not intend to do so for the next 12 months and until we have proved
mineral reserves.  If we are unable to hire key personnel when
needed, our exploration program may be slowed down or
suspended.





13.
      Our directors and officers own a controlling percentage of voting stock,
      which will allow them to make decisions and effect transactions without
      further shareholder approval.





Our
directors and officers own, collectively, approximately 80% of our outstanding
shares.  Accordingly, these stockholders, as a group, will be able to
control, among other things, the outcome of stockholder votes, including the
election of directors, adoption of amendments to our Bylaws and Articles of
Incorporation and approval of significant corporate transaction such as
mergers.





14.  Without a
      public market there is no liquidity for our shares and our shareholders
      may never be able to sell their shares which would result in a total loss
      of their investment.





Our
common shares are not listed on any exchange or quotation system and do not have
a market maker which results in no market for our
shares.   Therefore, our shareholders will not be able to sell
their shares in an organized market place unless they sell their shares
privately.  If this happens, our shareholders might not receive a
price per share which they might have received had there been a public market
for our shares.  Once this registration statement becomes effective,
it is our intention to apply for a quotation on the ‘Over-the-Counter Bulletin
Board’ (“OTCBB”) whereby:





●
            We
      will have to be sponsored by a participating market maker who will file a
      Form 211 on our behalf since we will not have direct access to the FINRA
      personnel; and●
            We
      will not be quoted on the OTCBB unless we are current in our periodic
      reports; being at a minimum Forms 10K and 10Q; filed with the SEC or other
      regulatory authorities.






-28-







Presently,
we estimate the time it will take us to become effective with this prospectus
will be six months plus twelve to eighteen additional weeks thereafter to be
approved for a quotation on the OTCBB.  However, we cannot be sure we
will be able to obtain a participating market maker or be approved for a
quotation on the OTCBB.   If this is the case, there will be no
liquidity for the shares of our shareholders.





15.
            Even if a market develops for our shares our
      shares may be thinly traded, with wide share price fluctuations, low share
      prices and minimal
liquidity.





If a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:





●
            Potential
      investors’ anticipated feeling regarding our results of
      operations;●
            Increased
      competition and/or variations in mineral prices;●
            Our
      ability or inability to generate future revenues; and●
            Market
      perception of the future of the mineral exploration
    industry.





In
addition, if our shares are traded on the OTCBB, our share price may be impacted
by factors that are unrelated or disproportionate to our operating
performance.  Our share price might be affected by general economic,
political and market conditions, such as recessions, interest rates or
international currency fluctuations.  In addition, even if our stock
is approved for quotation by a market maker through the OTCBB, stocks traded
over this quotation system are usually thinly traded, highly volatile and not
followed by analysts.  These factors, which are not under our control,
may have a material effect on our share price.




16.  Applicable SEC
      rules governing trading of ‘penny stocks’ limit the liquidity of our
      common stock which could make it more difficult for our shareholders to
      sell their shares




As the
shares of our common stock are ‘penny stock’, many brokers are unwilling
to effect transactions in such common stock which can make it difficult for
our shareholders to sell their shares of our common stock if a market
develops for that common stock.





Our
common stock is defined as a ‘penny stock’ pursuant to Rule 3a51-1 pursuant
to the Securities Exchange Act of 1934. Penny stock is subject to Rules
15g-1 through 15g-10 of the Securities Exchange Act of
1934.  Those rules require broker-dealers, before effecting
transactions in any ‘penny stock’, to:





-  Deliver to the customer, and obtain a
written receipt for, a disclosure


document;


-  Disclose certain price information about the penny
stock;


-  Disclose the amount of compensation received by the broker-dealer
or any


associated person of the broker-dealer;


-  Send monthly statements to customers with market and price
information about the penny stock; and




- in
      some circumstances, approve the purchasers account pursuant to certain
      standards and deliver written statements to the customer with information
      specified in  those rules.






-29-







Rather
than comply with those rules, many broker-dealers refuse to enter into penny
stock transactions which may make it more difficult for investors to
sell


their
shares of our common stock and thereby liquidate their investments.





19.
      We anticipate the need to sell additional shares of our common stock in
      the future meaning that there will be a dilution to our existing
      shareholders resulting in their percentage ownership in the Company being
      reduced accordingly.





We expect
that the only way we will be able to acquire additional funds is through the
sale of our common stock.  This will result in a dilution effect to
our shareholders whereby their percentage ownership interest in the Company is
reduced.  The magnitude of this dilution effect will be determined by
the number of shares we will have to issue in the future to obtain the funds
required.





ITEM
2.                      UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





There has been no change in our
securities since the fiscal year ended March 31, 2008.





ITEM
3.                      DEFAULTS
UPON SENIOR SECURITIES





None





ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





There have been no matters brought
forth to the securities holders to vote upon during this quarter.





ITEM
5.                      OTHER
INFORMATION





None





ITEM
6.                      EXHIBITS
AND REPORTS ON FORM 8-K





(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Imperial’s Registration
      Statement on Form S-1 filed on July 7, 2008, Registration No.
      333-152160)3.2
            
            Articles
      of Incorporation (incorporated by reference from Imperial’s Registration
      Statement on Form S-1 filed on July 7, 2008, Registration No.
      333-152160)3.3
            
            By-laws
      (incorporated by reference from Imperial’s Registration Statement on Form
      S-1 filed on July 7, 2008, Registration No. 333-152160)4
            
            Specimen
      Stock Certificate (incorporated by reference from Imperial’s Registration
      Statement on Form S-1 filed on July 7, 2008, Registration No.
      333-152160)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Imperial’s
      Registration Statement on Form S-1 filed on July 7, 2008, Registration No.
      333-152160)











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SIGNATURES








In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





IMPERIAL RESOURCES, INC.(Registrant)Date:
            JAMES PAYYAPPILLYChief
      Executive Officer, President and DirectorDate:
            JOSEY
      SAJANChief
      Financial Officer, Chief Accounting
              Officer,
      Secretary and DirectorDate:
            TESSY
      FRANCISVice
      President and Director













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